Maggie's Operations Manual

Introduction
Interpretations and amendments
Mission statement
Principles and beliefs
Aims and objectives
Membership
The board of directors
The staff
Recruiting staff
Staff orientation and training
Staff probation
Staff performance evaluations
Personnel records
Rules of conduct
Disciplinary action against staff
Termination of staff
Grievances
Working conditions
Salary
Overtime
Benefits
Sick leave
Parenting leave
Vacation
Leave of absence

Apendix 1. By-law Number 1
Apendix 2. Confidentiality Policy
Apendix 3. Public Speaking Policy

1. Introduction
1.1	The purpose of this operations manual is to provide a framework within which the membership of Maggie's, the Toronto Prostitutes' Community Service Project, can work. The membership includes the board of directors and the staff. This manual supplements the Maggie's by-law (Appendix 1).
1.2	The operations manual outlines the procedures and policies that must be followed by the membership of Maggie's, and it outlines the rights and responsibilities of everyone concerned.
1.3	All members of Maggie's, including directors and staff, must abide by this manual, and by Maggie's by-law, and must agree with Maggie's mission statement, principles and aims (Sections 3 to 5).
1.4	A copy of this manual will be provided to each new member, including board and staff members, when they join Maggie's.
1.5	In keeping with its own philosophy and with the Ontario Human Rights Code, Maggie's will neither practise nor tolerate discrimination or harassment against any person with respect to membership, employment or provision of services on the grounds of race, ancestry, colour, ethnic background, citizenship, creed, religious or political affiliation, age, sex, sexual orientation, marital status, family status, handicap, or disability.
1.6	All members of Maggie's, regardless of membership category, are obliged to observe confidentiality and respect the privacy of members and constituents (Appendix 2).
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2. Interpretations and amendments
2.1	In this manual, prescriptive sections are those that require conformity, and are usually indicated by language such as "will," "shall," "must," and/or "may not."
2.2	Statements that use words such as "may" "should," and/or "ought" indicate that certain actions or situations are desirable but not required in all circumstances.
2.3	Where there is ambiguity, the staff collective is ordinarily the interpreter of these policies and procedures.
2.4	When ambiguities are discovered, propositions in more suitable and specific language should be offered as amendment or replacement formulas.
2.5	All policies and procedures in this manual and all amendments to it shall be considered to be in force upon approval by the board of directors, with the exception of changes to Section 1.3, Section 2.5, Section 3, Section 4, Section 5.1, Sections 5.3 to 5.11, Sections 6.1 to 6.8, and Section 8.7 and 8.13 of this manual. Changes to these sections require approval of 2/3 of the membership at AGMs or specially called meetings. Notice to make said amendments must be given six months in advance.
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3. Mission statement
3.1	Maggie's mission is to provide education and support to assist sex workers in our efforts to live and work with safety and dignity.
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4. Principles and beliefs
4.1	Maggie's is founded on the belief that in order to improve our circumstances, sex workers must take the power to control our own destinies. Therefore, Maggie's exists first and foremost as an organization for sex workers that is controlled by sex workers.
4.2	People must have the same right to choose whether or not they want to do sex work as they have to choose or reject any other kind of work.
4.3	Consensual sex work is legitimate and socially valuable work.
4.4	All sex work is equally valid, whether it be stripping, prostitution, phone sex or performing in pornography.
4.5	Most of the problems sex workers experience (including exploitation and violence) are not inherent in sex work, but are a result of legal and social systems that disregard our rights and worth. When people who do not like sex work do it because of lack of choice, it is this lack of choice that is the problem, not sex work. Women, young people, and people of colour need a greater availability of choices for economic survival.
4.6	There are no high risk groups, only high risk practices. AIDS and sexually transmitted diseases (STDs) are not spread by sex work; they are spread by unsafe sex and needle sharing.
4.7	Sex workers should be a high-priority group for education about AIDS and other STDs. Many sex workers have a large number of contacts and are therefore well-placed to educate others.
4.8	AIDS can only be stopped by encouraging and educating people to voluntarily change their behavior. Compulsory measures such as mandatory testing, mandatory HIV disclosure, and quarantine of HIV positive people are violations of civil liberties that only drive people further away from the health system.
4.9	Sex workers who are HIV positive and who continue to work are not a public health threat if they follow the safe sex guidelines established by the Canadian AIDS Society.
4.10	Laws that criminalize sex work and consenting sexual activities are violations of civil liberties and barriers to AIDS prevention and must be removed.
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5. Aims and ojectives
5.1	Maggie's aims to bring together people from all fields of sex work, including prostitutes, strippers, pornography performers and phone sex workers, to work together to improve their position in society.
5.2	Maggie's aims to challenge all laws and regulations that criminalize sex work and discriminate against sex workers, including, but not limited to, laws against communicating for the purpose of prostitution, keeping or being an inmate or found-in in a brothel, living off the avails of prostitution, procuring, indecent acts in a public place, and indecent theatrical performances.
5.3	Maggie's aims to ensure that any regulations affecting sex work treat sex workers with the validity and fairness accorded other workers.
5.4	Maggie's aims to challenge any abuse of the rights of sex workers, and any harassment of sex workers.
5.5	Maggie's aims to challenge negative stereotypes about sex workers.
5.6	Maggie's aims to assist sex workers who have experienced legal, physical or social harassment or discrimination as a result of their sex work.
5.7	Maggie's aims to help prevent the spread of AIDS and STDs by providing education and support to those engaged in commercial sex.
5.8	Maggie's aims to urge governments to fund programs that provide AIDS education to sex workers in a non-judgemental way, particularly programs that involve sex workers in service delivery.
5.9	Maggie's opposes the blaming of sex workers as a group for the spread of HIV, and opposes public health policies that are designed more to persecute unpopular groups like sex workers than to improve public health.
5.10	Maggie's urges that all HIV-positive people be treated with compassion and respect, that their human rights be respected, and that governments do everything they can to help find a cure and treatments for HIV/AIDS, and to ease the suffering of people with HIV/AIDS.
5.11	Maggie's aims to work with supportive individuals and organizations in accomplishing these aims.
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6. Membership This section supplements the extensive guidelines on the membership in Articles 7 to 9 in Appendix 1.
6.1	The membership of Maggie's has ultimate authority over Maggie's through its power to elect and direct the board of directors at annual general meetings or other specially called meetings.
6.2	Because it is the underlying principle of Maggie's (Section 4.1), that this organization exists as an organization for sex workers that is controlled by sex workers, sex workers must have ultimate control over Maggie's and over who constitutes the membership.
6.3	A sex worker is defined, for the purposes of this manual, as anyone who: has agreed to the direct exchange of sexual stimulation for financial compensation within the last six months and who intends to continue sex work; and considers herself or himself a sex worker; and has sufficient sex work experience in the judgement of the staff collective and the membership committee. Sexual stimulation may or may not involve physical contact. Sex workers include prostitutes, strippers, phone sex workers, and pornography performers.
6.4	There are three categories of membership: voting members; honorary members who may also vote; and associate members, who may not vote unless elected to the board. Associate members who are elected to the board participate as full members for their term of office in accordance with Section 4.2 of Maggie's by-law (Appendix 1).
6.5	Voting members are sex workers, as defined in Section 6.3 above.
6.6	Honorary members need no longer be sex workers, but must have done sex work in the past, and must, in the judgement of the membership committee and the staff collective, have sufficient sex work experience.
6.7	Associate members need not be sex workers.
6.8	The membership must always include more voting members than honorary members. No new honorary members may be admitted to the membership if this would end the voting members' majority. If the departure of voting members leads to the loss of voting member majority, then the last honorary members to be approved must surrender their right to vote, in order to re-establish a voting member majority. Honorary members who lose their right to vote automatically regain it as more voting members join.
6.9	Recruiting new applicants to ensure a strong membership is the responsibility of all members of Maggie's, but particularly of the membership committee and the staff collective.
6.10	The membership committee can allow individuals membership, as either voting, honorary, or associate members (see Sections 6.4 to 6.7), after they have shown themselves to be familiar with and in agreement with Sections 3 to 5 of the manual, after they have shown themselves to be trustworthy and committed to Maggie's and after they have been approved for membership by the staff collective.
6.11	Anyone who is refused for membership may appeal first to the membership committee, then to the board of directors, and finally to a special meeting of the membership.
6.12	The membership committee or the board of directors may terminate anyone's membership pursuant to Sections 7.4 of Maggie's by-law (Appendix 1) and Section 14 of this manual. Anyone who is terminated by the membership committee may appeal first to the membership committee, then to the board of directors and finally to a special meeting of the membership. If she or he was terminated by the board, she or he may appeal first to the board, then to the membership. Staff who are terminated and board members who are removed from office automatically lose their membership and, if they wish to, must reapply for membership.
6.13	The membership may call the board of directors to account only at annual general meetings or specially called meetings.
6.14	The membership may never directly call the staff to account or give direction to the staff, but may exert influence over the staff through the board of directors.
6.15	Board and staff members are necessarily and automatically a part of Maggie's membership.
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7. The board of directors This section supplements the extensive guidelines pertaining to the board of directors in Articles 4 to 6 of Appendix 1.
7.1	The board of directors of Maggie's represents and is accountable to the membership of Maggie's.
7.2	In keeping with Section 4.1, a majority of directors should be sex workers (voting members).
7.3	The functions of the board include, but are not limited to: promoting Maggie's mission, aims and principles (Sections 3 to 5); establishing policies; short- and long-term planning; fund-raising, financial management, authorizing expenditures and budget planning; fulfilling the legal responsibilities of Maggie's; monitoring progress of staff in meeting Maggie's aims; providing staff with guidance in policy, legal, medical, financial and other matters; reporting to the membership at annual general meetings.
7.4	The board may appoint an executive committee and instruct it to assist in carrying out any of these functions. The committee shall consist of the chair--who presides over meetings and is the primary link with the board--the vice-chair, the treasurer,the secretary and one other director (Appendix 1, Section 4.14). The staff collective will appoint a delegate to be a non-voting member of the committee. A majority of executive committee members should be voting or honorary members of Maggie's.
7.5	The executive committee will meet as necessary. Meetings may be called by the chair or by any two members. Quorum is 50%, and decisions are made by majority rule. The decisions of the executive committee shall be subject to approval by the board. Meetings are open to all members of Maggie's, and the proceedings of all meetings shall be reported regularly to the board.
7.6	A membership committee appointed annually by the board of directors will approve or reject all applicants for membership, recruit new members, terminate lapsed members, promote membership involvement in Maggie's activities, maintain confidential membership lists, and plan and coordinate the annual general meeting and any other meetings of the members on behalf of the board.
7.7	Up-to-date membership lists will be held by the secretary of the board.
7.8	Any voting or honorary members who have been involved with Maggie's for at least six months, and who have been approved by the staff collective, may stand for election to the membership committee. The chair of the board is an ex officio member of the membership committee (Appendix 1, Section 4.15). Voting members must always outnumber honorary members on the committee. There must be at least three people on the committee. The committee will appoint a chair to preside over meetings, and to act as a link with the board.
7.9	The membership committee will meet as often as necessary. Meetings may be called by the chair or by a majority of the committee. Quorum is 50% of the committee and decisions are made by majority rule. Meetings are open to all Maggie's members, and the proceedings of all meetings and the activities of the committee will be reported regularly to the board. Decisions of the membership committee need final approval from the board.
7.10	Board members may give direction to the staff collective only at board meetings. Board members may not give direction to individual staff members at any time.
7.11	In addition to the guidelines in Sections 4.5, 4.6, and 7.4 of the by-law (Appendix 1) and Section 14 of this manual, a director can be removed from office by the board if the director misses three consecutive board meetings for reasons not acceptable to the board. Warning must be given to a truant member once they have missed two consecutive meetings that if they miss a third they may be removed from the board. The membership has final authority over removal of directors, and any director who is removed may appeal to the membership at a specially called meet (Appendix 1, Section 9).
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8. The staff
8.1	All permanent staff, whether full or part time, must agree with Maggie's mission statement, principles and aims (Sections 3 to 5), and must abide by the policies and procedures in this manual, in Appendix 1, and in their job descriptions.
8.2	Contract staff, who are hired for a specific length of time or a specific project, need not agree with Sections 3 to 5, but must abide by the remaining policies and procedures in this manual, in Appendix 1, and in their job descriptions, unless otherwise stated in this manual, in their contracts, or by the staff collective.
8.3	The rights and benefits in the following sections apply to permanent staff only. Part-time staff enjoy the same benefits and rights as full-time staff, with this exception: vacations and leave are calculated according to the percentage of full-time hours they are required to perform according to their job descriptions.
8.4	Contract staff are not entitled to the rights and benefits set forth in sections 8 to 25 of this manual unless otherwise stated in their contracts, in this manual or by the staff collective.
8.5	Individual staff members, both permanent and contract, are accountable to the staff collective. In turn, the staff collective is accountable to the board of directors. Individual staff members are not directly accountable to the board of directors.
8.6	All permanent staff may be admitted to the staff collective after three months of full- or part-time employment, upon approval of a majority of the staff collective. Contract staff may also be admitted to the staff collective after three months' employment upon approval of a majority of the staff collective, but only if they agree with Sections 3 to 5. The staff collective may admit new staff to the collective before their three-month probation is up if it so chooses. A staff member who is given warning and put on probation automatically loses their position on the staff collective, unless the collective decides otherwise, and until further notice.
8.7	Because Maggie's is an organization for sex workers that is controlled by sex workers (Section 4.1), the majority of the staff collective must at all times be sex workers who are voting members. No new non-sex worker staff members may be admitted to the staff collective if this would end the sex worker (voting member) majority. If the departure of sex workers from the staff collective leads to the loss of a sex worker majority, then the last non-sex workers to be admitted to the collective must leave the collective to re-establish a sex worker majority. They may return automatically as more sex workers join the collective.
8.8	The staff collective will meet as necessary. Quorum at staff collective meetings is 50% of the collective and decisions are made by majority rule.
8.9	The functions of the staff collective include, but are not limited to: supervising all staff and volunteers; reporting to the board on staff progress and problems; recruiting, hiring, evaluating and firing staff; ensuring effective delivery of all programs in accordance with board policy; assisting the board in planning and developing of policy; recruiting and orienting new members and volunteers; promoting Maggie's mission statement, principles and aims (Sections 3-5); assisting in fund-raising; ensuring implementation of responsible fiscal policy.
8.10	The staff collective may appoint a staff executive to assist it in carrying out these and other functions. The executive shall consist of at least three collective members (a majority of whom must be sex workers) who are preferably involved in the day-to-day administration of the project. Executive members must have worked for Maggie's at least twelve months, though not necessarily consecutively.
8.11	The staff executive may meet informally and as necessary. Any two members may call a meeting. Quorum is 50% and decisions are by majority rule. The executive has all the powers of the staff collective but final authority rests with the staff collective. All meetings and decisions of the executive shall be reported regularly to the collective.
8.12	Contract and permanent staff are hired and fired at the discretion of the staff collective, within budgetary limits and within the procedural limits outlined in this manual.
8.13	In keeping with Section 4.2, priority is given to hiring sex workers, for both permanent and contract work.
8.14	Because this manual constitutes an employment agreement, it is intended to comply with the conditions and statutes set forth in the Ontario Employment Standards Act and all other pertinent federal or provincial legislation.
8.15	All staff must act in accordance with Maggie's confidentiality policy (Section 1.6). Employees will be given a copy of the policy when they are hired and will be asked to sign a form indicating that they have read and understood the policy and will adhere to it. Violation of the policy can result in immediate dismissal.
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9. Recruiting staff
9.1	The staff collective is responsible for hiring all permanent and contract staff.
9.2	The staff collective shall decide, on a case-by-case basis, whether employees who have announced their intention to resign will participate in the hiring of their immediate successors.
9.3	The staff collective will follow this procedure for hiring permanent employees: a notice containing a brief job description, required qualifications, salary and benefits and starting date will be composed by a staff collective delegate; the notice shall be posted by the delegate in the Maggie's office, and will appear in the appropriate media, and other suitable locations, and outreach staff will alert suitable candidates in the sex industry; reference checks will be made, and other data verified as appropriate, by the delegate; promising candidates will be interviewed by the staff collective; a delegate will make an offer of employment, in writing, to the successful candidate, outlining employment expectations, compensation and conditions of probation. Acceptance of such an offer shall constitute an employment agreement; A delegate will inform all applicants, in writing, of the results of their applications for employment.
9.4	The staff collective may follow the same procedure for contract staff, or they may hire a candidate with whom they are already familiar. The terms of employment for contract staff are agreed upon in writing. The contract, prepared by a staff collective delegate with direction from the staff collective, includes a job description, reporting relationships, time expectations and payment.
9.5	The name of, and discussions with or about, any candidate will remain confidential.
9.6	Internal applicants will be considered on the same basis as other applicants. The internal applicant will take priority only if she or he appears to be as highly qualified as other applicants. Past experience and familiarity with Maggie's, however, are legitimate factors in assessing a candidate's suitability.
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10. Staff orientation and training
10.1	The orientation of new employees to the mission, aims, principles, policies and procedures, history and positions of Maggie's is essential to the continuing identity and strength of the organization. Provision of adequate job training and professional development enables new employees to work successfully and cooperatively with the Maggie's team.
10.2	It is the responsibility of the staff collective to provide proper orientation and training to a new employee, by appointing a delegate(s) to the task, and monitoring the employee's progress.
10.3	Orientation shall include: provision, by the delegate, of a copy of this operations manual, including a job description that specifies job mandate, objectives and tasks and reporting relationships. Job descriptions will be reviewed annually or at the discretion of the staff collective, and a copy will be retained in the personnel file; an explanation of this manual, the job description and immediate assignments; an introduction to other staff and to board members; an explanation of financial systems and office procedures and, where necessary, outreach procedures; an explanation of salary and benefit arrangements, overtime policy and working conditions.
10.4	Ongoing professional development opportunities should be brought to the attention of all staff. Staff members are encouraged to seek out appropriate forums for developing their skills.
10.5	Professional development shall take place as opportune.
10.6	Reimbursement for seminars or courses taken by staff must be approved in advance by the staff collective and, in the case of courses, shall be conditional upon the employee's successful completion of the course.
10.7	The orientation and training of a contract staff member shall be determined by the staff collective.
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11. Staff probation
11.1	The probation period for all permanent staff shall be three months.
11.2	During this probation period, both Maggie's and the new staff member have the opportunity to explore whether or not their relationship is mutually satisfactory.
11.3	Probation may be extended at the discretion of the staff collective, if illness or other factors make it impossible to adequately assess the employee's performance.
11.4	An employee must be either hired definitely or given termination notice within two weeks of completing six months of continuous probation.
11.5	Recommendation for continuation or termination of employment will be made in writing by the administrator(s), based upon a staff collective evaluation of the new staff member's fulfilment of her or his job description.
11.6	At any time during probation, either the employee or the staff collective shall be free to terminate employment on one week's notice.
11.7	During the probation period, the permanent employee is entitled to the rights and benefits specified in this manual, with the exception of those set forth in Section 16.
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12. Staff performance evaluations
12.1	Performance evaluations are formal assessments of individual productivity and conduct, carried out by the staff collective. They are rooted in job descriptions and rules of conduct and based on agreed plans as well as observation and consultation. They provide staff members with a reflection of their achievements and of the areas that require improvement.
12.2	Performance evaluation mechanisms are developed by the staff collective.
12.3	All performance evaluations will be completed in writing and discussed with the employee. They will be signed and dated by the employee, who is free to add her or his own comments, and by the administrator(s), and a copy will be kept in the employee's personnel file.
12.4	All evaluations will be assessed by the staff collective as either satisfactory or, if unsatisfactory, under review, and the results will be communicated to the board of directors.
12.5	For a staff member under review, a delegate of the staff collective shall specify in writing the staff collective's reasons for such a judgement and its time-limited set of expectations designed to overcome the difficulties noted.
12.6	If the employee's conduct or performance improves at any time during the review period, the staff collective may return her or him to normal status. If dissatisfaction continues, then other action, including termination, may be taken at any time during or after the review process.
12.7	Evaluations will be conducted at the end of the probationary period and annually thereafter. Additional reviews will be held if the staff collective deems them necessary.
12.8	Any permanent employee has the right to demand a formal assessment at any time. The results shall be communicated to her or him within ten working days of a written request.
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13. Personnel records
13.1	Every staff member shall have a personnel records file maintained for her or him by the administrator(s).
13.2	Each file shall contain: resumé; job description; offer of employment; letter of acceptance and/or employment agreement; personal information relevant to health or emergencies; record of time (vacation, lieu time, etc.); documents pertinent to employee performance; documents pertinent to employee benefits plan; signed confidentiality form.
13.3	In the case of contract workers, each file shall contain: contract; job description; personal information relevant to health or emergencies; signed confidentiality form; any other information the staff collective or administrator(s) deems relevant.
13.4	The records of both permanent and contract employees are confidential. The staff collective shall use them only for legitimate purposes relating to employment. They shall be kept in a secure place and updated regularly by the administrator(s).
13.5	Employees must give written consent for information in their file to be used for purposes outside of Maggie's business.
13.6	Only the staff collective has unrestricted access to personnel files.
13.7	Staff members not on the staff collective may view their files upon request to the staff collective, and only in the presence of a staff collective delegate.
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14. Rules of conduct
14.1	Improper conduct is not acceptable for employees of Maggie's, or for directors, other members and volunteers, and will not be condoned. Offences may result in disciplinary action including loss of membership, loss of employment or removal from the board.
14.2	Improper conduct includes, but is not limited to: breach of confidentiality (Section 1.6); disregard for other Maggie's policies, procedures, or principles; physical, verbal or written abuse, endangerment or other mistreatment of a service user, staff, board or other member, or volunteer; failure to work cooperatively, respectfully and politely with other members, or to gain the trust of other members; insubordination; chronic absence, tardiness or failure to attend meetings; working while impaired by alcohol, non-prescribed drugs, or other intoxicants; dishonesty in dealing with Maggie's; falsification of Maggie's records; use of leave for other than reason granted; unauthorized use of Maggie's equipment or supplies; wilful abuse, destruction, neglect, endangerment, or other mistreatment of Maggie's property; practice, or toleration of, discrimination or harassment.
14.3	It is inappropriate for employees to work a second job that may have a negative effect on their ability to satisfy their job requirements at Maggie's. Sex work would have a positive effect on an employee's ability to do her or his job as long as the work did not interfere with her or his ability to satisfy her or his job requirements with Maggie's.
14.4	An employee who misses two consecutive scheduled meetings or shifts or fails twice consecutively to get their timesheets and reports in on time, without advance warning and reasons acceptable to the collective, can be put on warning and if they fail again to attend a shift or meet a deadline without notice and acceptable reason, they can be immediately dismissed.
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15. Disciplinary action against staff
15.1	A disciplinary action is a penalty invoked against an employee for an infraction.
15.2	An infraction is any improper conduct (Section 14), or any failure to carry out the job description or contract (Section 12).
15.3	It is the responsibility of the staff collective to apply disciplinary action to a staff member.
15.4	Disciplinary action should only be undertaken after careful consideration, and in a manner appropriate to the case.
15.5	The following disciplinary actions may be applied as deemed appropriate by the staff collective: verbal warnings; written warnings; suspension with pay; suspension without pay; a penalty (See 15.6); termination of employment.
15.6	Penalties It is everyones' responsibility to know when their shifts and meetings are, and to be on time. Anyone who, without good cause misses, or is late for, a shift or meeting, will be docked the time they missed from their paycheck. Staff who have good cause for missing a shift are responsible for trying to find someone to cover for them unless the reason they missed the shift was an emergency that arose the day of the shift. Staff who have good cause for missing a meeting must give a staff collective delegate one days notice unless the reason for missing the meeting is an emergency that arose the day of the meeting, in which case they must contact their delegate that day. Staff who have good cause for being late for a shift must inform a delegate of the staff prior to being late. "Good cause" for missing shifts or meetings or being late can include important appointments, funerals, accidents and sickness. "Good cause" for not giving notice for being late or missing meetings, or for not trying to find someone to cover a shift, can include unforeseen emergencies or sickness, arising the day of the shift or meeting. In cases where you are not sure if you have good cause for missing, or being late for, a shift or meeting, you must get approval from at least two members of the staff executive in advance. If someone misses a shift or meeting or is late it should be reported to the staff collective or executive. Staff who forget a meeting or shift, or are late, occasionally, but are generally dependable, may not have time docked but may make up the time, if the collective or executive so decides. An employee who misses two consecutive scheduled shifts or meetings, or who fails twice in a row to provide their timesheets and reports at the specified time, without advance warning and reason acceptable to the Collective, can be put on warning, and if they fail again to attend a shift or meet a deadline without notice and acceptable reason, they can be immediately dismissed. An employee who is consistently late for meetings, shifts, or deadlines, without good cause, can be put on warning, and if they are late again, without good cause, they can be automatically dismissed.
15.7	A staff collective delegate should take care to note and date any disciplinary action and place notice of it in the employee's file. A copy of any written disciplinary action should be signed and dated upon receipt by the employee and returned to the delegate to be placed in the employee's file. The delegate should note any refusal by the employee to sign a written action, and should notify the staff collective.
15.8	When a serious matter is under investigation, the employee may be suspended.
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16. Termination of staff
16.1	Termination of an employee in a fair, objective and judicious manner is the responsibility of the staff collective.
16.2	Termination of an employee shall occur only for just cause.
16.3	Just cause for termination includes, but is not limited to: improper conduct (Section 14); failure to carry out job description or contract (Section 12). failure to meet membership criteria (Section 6.9)
16.4	Where there is just cause for termination, the following procedures must be followed: the employee must be presented, in writing, with clearly stated grounds for dismissal; the employee must have full knowledge of the process of appeal open to her or him according to Maggie's grievance procedures (Section 17); at least two weeks' notice will be given to the employee and, at the discretion of the staff collective, the employee may not be required to work during the notice period; severance pay shall conform to the requirements of the law.
16.5	Contract workers who have been employed for less than one year may be terminated at any time, without notice and without cause, and with no opportunity for appeal, unless otherwise stated in their contracts.
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17. Grievances
17.1	Grievance guidelines provide a route of appeal to any Maggie's member--including permanent and contract employees, volunteers and board members--who believes that her or his rights have been violated.
17.2	A grievance is a complaint against an alleged injury or injustice, especially with respect to this operations manual.
17.3	Whenever possible, all grievances should be settled between those directly concerned.
17.4	Staff, volunteers, or staff and volunteers unable to resolve differences between themselves must consult with the staff collective for resolution.
17.5	The staff collective may intervene in order to resolve conflicts between staff members or between staff and volunteers.
17.6	When staff and volunteers have grievances with board members or other members, and vice versa, and are unable to resolve these differences themselves, the board of directors may intervene, or their assistance may be sought.
17.7	Once a grievance is alleged, in writing, to either the staff collective or the board of directors, the staff collective or board must respond to all parties concerned, in writing, within ten working days.
17.8	A grievance is considered to be resolved once the staff collective or the board of directors has made a decision.
17.9	No one shall be subject to any kind of discipline, penalty or discrimination for pursuing a grievance according to these policies.
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18. Working conditions
18.1	The mutual rights and obligations of employer and employee in creating and maintaining an appropriate environment for work are a pre-condition for productive activity.
18.2	Whenever possible, Maggie's will provide safe and suitable working conditions. Although Maggie's cannot assure the safety and comfort of the streets for outreach staff, the organization will do all it can to assist in making street work as safe and comfortable as possible.
18.3	Staff members will assist in keeping the premises clean, attractive, and free of hazard.
18.4	All members will follow the office smoking policy.
18.5	All accidents, regardless of their severity, will be reported immediately to a member of the staff executive and/or the staff collective.
18.6	All breaches of the policies and procedures set forth in this manual, whether they take place in the office, or during outreach, will be reported as soon as possible to the staff collective.
18.7	All members will follow the guidelines for office security including keeping office locked when office is unoccupied.
18.8	Anyone in the office who refuses to comply with office policies or with the rules of conduct set forth in this manual may be asked to leave by the staff member(s) in charge. In the event of such an occurrence, the staff collective must be notified as soon as possible.
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19. Salary
19.1	Salary ranges and individual rates of pay shall be determined by the staff collective, in accordance with budget limits, and in consultation with the board of directors.
19.2	Prior to the beginning of each fiscal year, the staff collective shall review all staff salaries and make recommendations on total amounts and ranges for the board's inclusion in the annual budget.
19.3	Salary shall be paid on a monthly schedule. Standard federal and provincial taxes and deductions will be deducted from gross pay.
19.4	In the event that Maggie's receives a wage assignment or garnishee against an employee, a staff collective delegate will advise the employee, privately, of the amount to be deducted from each pay cheque.
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20. Overtime
20.1	Overtime is time worked in excess of 35 hours per week, or, in the case of part-time workers, overtime is the time worked in excess of the number of hours their job descriptions require.
20.2	Overtime will be compensated for by equal time off in lieu of extra salary.
20.3	Employees will not be compensated for any time in excess of forty-four hours per week.
20.4	Accumulated compensating time off must be taken within two months of its accumulation. Extensions beyond this time are at the discretion of the staff collective.
20.5	Staff must report to the collective on a monthly basis the number of hours worked, sick days, and vacation days taken that month.
20.6	The staff collective may request staff members to work overtime, but should give them adequate notice to adjust their schedules accordingly.
20.7	The staff collective must approve all overtime before it is worked.
20.8	Staff shall arrange for compensating time off on a schedule approved by the staff collective, so that inconvenience can be avoided.
20.9	Contract workers are not entitled to overtime unless otherwise stated in their contracts.
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21. Benefits
21.1	All permanent employees will be registered for the Canada Pension Plan, Unemployment Insurance, and the Employers' Health Tax, as required by law.
21.2	All permanent staff will be provided with a health insurance benefit package commencing three months after employment, and paid for by Maggie's. Contract staff may also receive this package at the discretion of the staff collective, with details regarding payment to be included in the employment contract.
21.3	Prior to vacation or in the case of other legitimate need, staff may ask for advance payment of their salaries. The staff collective may authorize such an advance for up to four weeks.
21.4	Staff will be reimbursed for reasonable expenses incurred while doing Maggie's business. Receipts are required, and expenses must be authorized by the staff collective in advance.
21.5	Staff will be reimbursed for work-related travel costs as determined by the staff collective.
21.6	Non-monetary honoraria given to an employee as part of her or his work with Maggie's may be kept by the employee. Monetary honoraria will be turned over to Maggie's unless the staff collective decides otherwise. How Maggie's spends or donates this honoraria will be determined by the employee who received it.
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22. Sick leave
22.1	Sick leave may be accumulated by permanent full-time employees at the rate of one and a half days per month worked, not to exceed eighteen days per year.
22.2	For permanent, part-time staff, sick leave is calculated according to the percentage of full-time hours they are required to perform.
22.3	Sick leave may not be used for any reason other than sickness. A physician's statement will be required for paid time in excess of three days.
22.4	The employee must keep the employer informed of the expected date of return.
22.5	After seven consecutive working days of illness, employees must apply for short-term disability benefits.
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23. Parenting leave
23.1	The service requirement for eligibility to parenting leave shall be ten months of continuous full-time service.
23.2	Both female and male permanent staff members are equally entitled to parenting leave in the case of natural child birth or adoption.
23.3	An employee may apply for up to twenty-five weeks parenting leave. Full- and part-time employees receive their regular pay during this period. Contract employees are not entitled to parenting leave unless otherwise stated in their contracts.
23.4	Employees hired to replace those on parenting leave must be aware that they may be released from employment when the parenting leave is up, and such release shall not be the subject of a grievance or arbitration. If retained by Maggie's in a permanent position, the employee shall be accredited with seniority from date of employment to successful completion of the probationary period.
23.5	Maggie's may request a female employee to commence parenting leave at such time as the duties of her position cannot reasonably be performed by a pregnant woman, or the performance of her work is materially affected by the pregnancy.
23.6	Maggie's does not supplement Unemployment Insurance Commission benefits.
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24. Vacation
24.1	All permanent, full-time staff get one month vacation per year. For permanent, part-time staff, vacation and leave are calculated according to the percentage of full-time hours they are required to perform.
24.2	Vacation time for contract staff is the same as for permanent staff unless otherwise stated in their contracts.
24.3	All vacation time must be arranged with the staff collective one month prior to taking it, and is subject to approval by the collective.
24.4	Calculation of vacation time is made from the date of employment. Permanent staff may request accumulated vacation after four months of employment.
24.5	Unused vacation time may be carried over into the following year only with the permission of the staff collective.
24.6	Vacation time that is not used will not be compensated for beyond the statutory limit, except when termination occurs.
24.7	The following public holidays will be given as paid time off to all staff, including contract staff: New Year's Day Civic Holiday Good Friday Labour Day Easter Monday Thanksgiving Day Victoria Day Christmas Day Canada Day Boxing Day
24.8	Staff members whose religious or ethnic affiliations should entitle them to other holidays must arrange these with the staff collective. No more than three additional days per year may be given.
24.9	In the event of personal bereavement, staff will be granted up to five days with pay per year. Bereavement leave does not accrue and will not be compensated for if not used.
24.10	Leave with pay will be given when an employee must be absent in order to serve as juror, or witness, or otherwise participate in a legal process as required by an authorized body.
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25. Leave of absence
25.1	Employees wishing to take unpaid leave of absence must apply to the staff collective. Each case will be reviewed on an individual basis, keeping in mind the needs of Maggie's and of the staff member.
25.2	Leaves of absence more than thirty consecutive days long will not be included when an employee's term of employment is calculated for pay increases or vacation time.
25.3	Benefits will continue during the leave if the employee chooses to pay 100% of the premiums.
25.4	Time off for personal business may be taken as necessary, provided that adequate workflow is assured. Such time is not compensated for and staff will be expected to compensate with equivalent hours at no additional pay.
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Appendix 1

By-law Number 1

A by-law relating to the transaction of the business and affairs of the Toronto Prostitutes' Community Service Project.

Name of corporation
Interpretation
Business of the corporation
Directors
Powers of directors
Officers of the corporation
Membership
Membership dues
Members' meetings
Notices
Amendment of by-laws
Miscellaneous

1. Name of corporation
1.1	Formal name The name of the corporation shall be the Toronto Prostitutes' Community Service Project.
1.2	Trade name "Maggie's" shall be registered as a trade name of the Toronto Prostitutes' Community Service Project.
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2. Interpretation

2.1

Definitions

In this by-law and all other by-laws and special resolutions of the corporation, unless the context otherwise requires: "Act" means the Corporations Act of Ontario and any act that may be substituted therefore, as from time to time amended; "Board" means the board of directors for the corporation; "By-laws" means this by-law and all other by-laws of the corporation from time to time in force and effect; "Corporation" means the corporation with-out share capital incorporated under the Act by Letters Patent dated August 9, 1991 and named Toronto Prostitutes' Community Service Project. "Letters Patent" means the letters patent incorporating the corporation, as from time to time amended and supplemented by supplementary letters patent; "Meeting of members" includes an annual general meeting and a special meeting of members; Words importing the singular number include the plural and vice versa; words importing one gender include the other gender, and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.

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3. Business of the corporation
3.1	Head office Until changed in accordance with the Corporations Act of Ontario, the head office of the Corporation shall be in the Municipality of Metropolitan Toronto in the Province of Ontario.
3.2	Seal Until changed by a resolution of the directors, the seal, an impression whereof is stamped on the margin hereof, shall be the seal of the corporation.
3.3	Financial year Until otherwise ordered by the board, the financial year of the corporation shall end on the last day of March in each year.
3.4	Execution of instruments Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the corporation by the chair, vice-chair, secretary or treasurer or any other officers designated by the board for that purpose. Contracts, in the ordinary course of the corporation's operations may be entered into on behalf of the corporation by the chair, vice-chair, secretary, treasurer or any other person authorized by the board. The chair, vice-chair, secretary, treasurer or any person or persons from time to time designated by the board may transfer any and all shares, bonds or other securities from time to time standing in the name of the corporation and may accept in the name of and on behalf of the corporation transfers of shares transferred to the corporation and may make, execute and deliver any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation. Notwithstanding any provisions to the contrary contained in the by-laws of the corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the corporation may or shall be executed. Any person authorized to sign an instrument on behalf of the corporation may affix the corporate seal thereto.
3.5	Banking arrangements The banking business of the corporation shall be transacted with such credit unions, banks or other firms or corporations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.
3.6	Voting rights in other companies The proper signing officers of the corporation may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any shares or other securities held by the corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officers signing them or arranging therefor. In addition, the board may from time to time direct the manner in which, and the person or persons by whom, any particular voting rights or class of voting rights shall be exercised.
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4. Directors
4.1	Duties and numbers The property and business of the corporation shall be managed by a board of 9 (nine) directors. Any number of voting members may be added to the board at a special general meeting duly called for the purpose of considering additions to the board.
4.2	Qualifications No person shall be qualified as a director unless she or he shall be eighteen or more years of age with power, under law, to contract and shall at the time of the election and throughout the term of office be a member of the corporation; provided that a person who is not a member of the corporation may be a director if she or he is otherwise qualified and becomes a member of the corporation within ten days of election as a director, subject to provisions of the Act.
4.3	Term of office Directors shall be elected for a term of 1 (one) year at the annual meeting of members. Directors may be re-elected for no more than three consecutive terms, after which they are not eligible to be elected again until they have been absent for at least one year.
4.4	Quorum Fifty percent plus one of the total number of directors shall constitute a quorum of the board.
4.5	Removal of directors The members may, by a resolution passed by at least two-thirds of the voters at a meeting of the members called for the purpose, remove any director elected pursuant to article 4.3 hereof before the expiration of her or his term of office and may, by majority vote at the meeting, elect any person as a replacement for the remainder of the term of the director who has been removed.
4.6	Vacation of office The office of a director shall be vacated upon the occurrence of any of the following events: if a receiving order is made against her or him or if she or he makes an assignment under the Bankruptcy Act; if an order is made declaring her or him to be a mentally incompetent person or incapable of handling her or his affairs; if she or he ceases to be qualified as specified in article 4.2; if she or he shall be removed from office as per article 4.5; or if by notice in writing to the corporation she or he resigns her or his office and such resignation, if not effective immediately, becomes effective in accordance with its terms.
4.7	Vacancies So long as there is a quorum of directors in office, any vacancy occurring on the board of directors shall be filled by directors then in office within 60 (sixty) days. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy and, in default, if there are no directors then in office, the meeting may be called by any member.
4.8	Calling of meetings Meetings of the board may be held from time to time at the call of the board or of the chair or of any three directors. Notice of the time and place of every meeting so called shall be given to each director not less than 48 (forty-eight) hours (excluding Saturdays, Sundays and bank holidays) before the time when the meeting is to be held, save that no notice of a meeting shall be required if all the directors are present or if those absent waive notice or otherwise signify consent to such meeting being held. [The statutory declaration of the secretary or the chair that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.] The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meetings no notice need be sent.
4.9	First meeting of the board Provided a quorum of the directors is present, each newly elected board may, without notice, hold its first meeting immediately following the meeting of members at which such board is elected.
4.10	Place of meeting Meetings of the board shall be held at the head office of the corporation, or elsewhere in Ontario, or if the board so determines and any absent directors consent, at some place outside of Ontario.
4.11	Votes to govern All duly elected directors, except the chairperson, shall be entitled to one vote on each question to be decided by the board. At all meetings of the board every question shall be decided by a majority of the votes cast upon the question. In the case of a tie the chairperson of the meeting shall be entitled to a deciding vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken by the usual way of assent or dissent. A declaration by the chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
4.12	Declaration of interest It shall be the duty of every director of the corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the corporation to declare such interest to the extent, in the manner and at the time required by the Act.
4.13	Remuneration The directors shall serve as such without remuneration, but may, at the discretion of the board, be entitled to be paid travelling and other expenses properly incurred by them in attending meetings of the board or of the members.
4.14	Executive committee The board may elect from its number an executive committee consisting of the officers of the corporation and one other director who shall serve for a term of four months. Such an executive committee shall have power to fix its quorum at not less than a majority of its members and may exercise all of the powers of the board delegated to it from time to time by the board, subject to any regulations imposed from time to time by the board.
4.15	Other committees The board may by resolution create one or more other committees that may but need not include members of the board. Until otherwise provided, the chair shall be an ex officio member of all committees. Other committees created by the board shall have written terms of reference approved by the board.
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Powers of directors
5.1	Powers The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all other such powers and do all such other acts and things as the corporation is by its Letters Patent or otherwise authorized to exercise and do. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust agreement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the corporation in accordance with such terms as the board of directors may prescribe. The board of directors shall take such steps as it deems requisite to enable the corporation to acquire, accept or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.
5.2	Employees and agents The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall perform such duties as shall be prescribed by the directors at the time of such appointments or engagements, or as amended by subsequent agreement.
5.3	Expenditures The directors shall have the power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees and agents. The directors shall have the power to make expenditures for the purpose of furthering the objects of the corporation.
5.4	Borrowing The board of directors may from time to time: borrow money on the credit of the corporation; or issue, sell or pledge securities of the corporation; or charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the corporation.
5.5	Delegation From time to time the board of directors may authorize any director, officer or employee of the corporation or any other person to make arrangements with reference to monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loans thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the corporation.
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6. Officers of the corporation
6.1	Chair The chair shall be the chief executive officer of the corporation. She or he shall preside at general meetings of the corporation. She or he shall have the general and active management of the affairs of the corporation. She or he shall see that all orders and resolutions of the board of directors are carried into effect. The chair shall serve only one consecutive term.
6.2	Vice-chair The vice-chair shall in the absence or disability of the chair, perform the duties and exercise the powers of the chair and shall perform such other duties as shall from time to time be imposed upon her or him by the board of directors.
6.3	Secretary The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the corporation and shall keep, or cause to be kept, the minutes of all proceedings of the board of directors in the books kept for that purpose. She or he shall ensure that all notices required are given to members and to directors. She or he shall be the custodian of the corporate seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation, which she or he shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution and he or she shall perform such other duties as may from time to time be determined by the board of directors.
6.4	Treasurer The treasurer shall have responsibility for the care and custody of all funds and securities of the corporation and shall ensure the deposit of the same in the name of the corporation in such bank or banks with such depository or depositories as the board of directors may direct. She or he shall ensure the keeping of full and accurate accounts of all assets, liabilities, receipts, and disbursements of the corporation in the books belonging to the corporation. He or she shall disburse or cause to be disbursed the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the chair and directors at the regular meetings of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the corporation. She or he shall also perform such other duties as may from time to time be directed by the board of directors.
6.5	Other officers The duties of other officers of the corporation shall be such as the terms of their engagement call for, or the board of directors requires of them.
6.6	Delegation of duties In the case of the absence or inability to act of any officer of the corporation or for any other reason that the board of directors may deem sufficient, the board of directors may delegate all or any of the powers of any such officer to any other officer or to any director until the next annual general meeting.
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7. Membership
7.1	Members of the corporation The members shall consist of those persons who, in the opinion of the board, support the aims and objectives of the corporation, as defined by the board, and who have paid annual membership dues as established by the board from time to time by resolution, provided that the board may waive such membership dues in particular cases where it, in its sole discretion, determines that there is just cause for so doing. Applicants for membership, other than members applying to renew existing memberships, shall not become members until their membership is approved by resolution of the board. Each such applicant shall be informed promptly by the Secretary of the outcome of her or his application.
7.2	Non-voting members The board may, from time to time, designate other categories of non-voting members.
7.3	Resignation Any member may resign at any time and must resign in writing, which resignations shall be effective upon acceptance thereof by the board of directors.
7.4	Termination The interest of any member of the corporation is not transferrable and lapses and ceases to exist upon death or upon the dissolution of the corporation or when the member no longer meets the qualifications established by the corporation or is more than 9 (nine) months in arrears for payment of dues; provided always that the members of the corporation may, by resolution passed by at least 2/3 (two-thirds) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given to members, including the member whose membership is at issue, terminate the membership of any member of the corporation.
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8. Membership dues
8.1	Amount of dues Dues payable by all categories of membership shall be fixed by a 2/3 (two-thirds) vote of the board of directors, which vote shall become effective only when confirmed by a vote of the voting members at an annual or other special general meeting or by a referendum of the members.
8.2	Time for payment The secretary shall notify all members of the dues or fees at any time payable by them and, if they are not paid within 6 (six) months of such notice, another notice shall be sent. If dues are not paid within 3 (three) months of the second notice, the member in default shall thereupon automatically cease to be a member of the corporation, but such defaulting members may, upon payment of all unpaid dues, be reinstated by a majority vote of the board of directors.
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9. Members' meetings
9.1	Place of meetings The annual or any special general meeting of the members shall be held at the head office of the corporation in Toronto, Ontario, or elsewhere in Canada as the board of directors may determine and on such day as said directors shall appoint, so long as it occurs once in every calendar year.
9.2	Frequency of meetings The time between consecutive meetings shall be no greater than 15 (fifteen) months.
9.3	Annual special and general meetings At every annual meeting, in addition to any other business that may be transacted, the members will receive the report of the directors, the financial statements and the report of the auditors; elect the board of directors and two members of the nominating committee; and appoint the auditors. The board of directors or the chair or the vice-chair shall have power to call at any time a special general meeting of the members of the corporation. A special general meeting must be called within 21 (twenty-one) days at the written request of 1/4 (one-quarter) of voting members in good standing when membership is 100 or less; 25 (twenty-five) voting members in good standing when membership is 101 or more, who may call a special general meeting for any purpose, including the removal of any or all members of the board of directors.
9.4	Notice of meetings Written notice of the time and place of meetings of the members will be given by sending such notice to each voting member entitled to notice of such meeting by mail, or telex, at least 21 (twenty-one) days before the time fixed for the holding of such meeting. Where special business will be conducted (other than business that is required to be dealt with at the annual meeting) the notice will give sufficient information for the recipient to form a reasoned judgement. The notice of meeting may appear in a newsletter that is sent to all members, individually.
9.5	Chairperson, secretary and scrutineers The board may designate a chairperson, who may be but need not be a director, for the whole or any part of any meeting of members. If no such designation is made, the persons present and entitled to vote may choose a chairperson from among their number. The chairperson shall, at the outset of each meeting of members, appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one or more scrutineers may be appointed by resolution or by the chairperson with the consent of the meeting.
9.6	Quorum at members' meetings A quorum for the transaction of business at any meeting of members shall be 1/4 (one-quarter) of the voting members in good standing, when membership is 100 or less; 25 twenty-five) voting members in good standing when membership is 101 or more present in person thereat and entitled vote thereat.
9.7	Right to vote At any meeting of the members every person shall be entitled to vote who has been a voting member of the corporation for a period of not less than 30 (thirty) days prior to the date of the meeting and continues as of the date of the meeting to be qualified as a voting member.
9.8	Proxies At any meeting, members shall not be permitted to vote by proxy.
9.9	Votes to govern At any meeting, every question shall, unless otherwise required by the Letters Patent or by-laws of the corporation or by law, be determined by the majority of votes duly cast on the question.
9.10	Show of hands Any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. During a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken on a question, unless a poll thereon is so required or demanded, a declaration of the chairperson of the meeting that the vote upon the question has been carried, or carried by a particular majority, or not carried, and an entry to that effect in the minutes of the meeting, shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of said question, and the result of the vote so taken shall be the decision of the members upon said question.
9.11	Poll After a show of hands has been taken on any question, the chairperson may require, or any person entitled to vote on the question may demand, a poll thereon. A poll so required or demanded shall be taken in such manner as the chairperson shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. In a poll, each member present in person and entitled to vote shall have one vote and the result of the poll shall be the decision of the members on said question.
9.12	Deciding vote In the case of a tie at any meeting of members upon either a show of hands or a poll, the chairperson of the meeting shall be entitled to a deciding vote.
9.13	Adjournment The chairperson at any meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time.
9.14	Minutes Minutes of annual or special general meetings shall be available to the corporation's members for inspection.
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10. Notices
10.1	Method of giving notices Any notice (which term in this article includes any communication or document) to be given (which term in this article includes sent, delivered or served) pursuant to the Act, the Letters Patent, the by-laws or otherwise to a member, director, officer or auditor, shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to her or his last address as recorded in the books of the corporation or if mailed by prepaid ordinary mail to her or him at her or his address by any means of wire or wireless or any other form of transmitted or recorded communication. The secretary may change the address on the corporation's books of any member, director, officer or auditor in accordance with any information believed by her or him to be reliable. A notice so served shall be deemed to have been given when it is delivered personally at the address aforesaid; a notice so mailed shall be deemed to be given when deposited in a post office or public letter box; and a notice sent by means of wire or wireless or any other form of communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.
10.2	Computation of time In computing the date when notice must be given under any provision requiring a specific number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
10.3	Omissions and errors The accidental omission of the giving of any notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
10.4	Waiver of notice Any member, director, officer or auditor may waive any notice required to be given to her or him under the provisions of the Act, the Letters Patent, the by-laws or otherwise, and such waiver, whether given before of after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
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11. Amendment of by-laws
11.1	By-laws of the corporation may be enacted, repealed or amended by a by-law passed by 2/3 (two-thirds) of the directors present at a meeting of the board of directors and sanctioned by an affirmative vote of at least 2/3 (two-thirds) of the members at a special general meeting duly called for the purpose of considering said by-law.
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